REPRESENTATIONS AND WARRANTIES.

Transcription

1 Customer Agreement This Agreement sets forth the terms and conditions governing your Account at GAIN Capital - FOREX.com Canada Ltd. ( FOREX.com Canada ) and all Contracts and other transactions in this Account with FOREX.com Canada. In this Agreement, the undersigned customer is referred to as Customer or You. 1. DEFINITIONS. Terms capitalized in this Agreement are defined in the Glossary as found on FOREX.com Canada website 2. SERVICES PROVIDED. Subject to the terms and conditions of this Agreement and acceptance of Customer s application to open an Account with FOREX.com Canada, FOREX.com Canada will maintain one or more Accounts in Customer s name and will effect cash settled and physically settled transactions with and for Customer in the international Over-the-Counter Foreign Currency (foreign exchange) markets and metal markets and effect forex and metal transactions on a spot basis and Contracts for Difference ( CFD ) transactions in Reference Assets, and provide such other services and products as FOREX.com Canada may, in its sole discretion, determine from time to time in the future. Unless expressly stated otherwise in writing, all Contracts and other transactions entered into between FOREX.com Canada and Customer shall be governed by the terms of this Customer Agreement, as amended from time to time (including, without limitation, FOREX.com Canada s Trading Policies and Procedures). 3. REPRESENTATIONS AND WARRANTIES. As of the date hereof, the date of each Contract and other transaction in Customer s Account and any date on which FOREX.com Canada s Trading Policies and Procedures and Risk Disclosure Statement are revised, updated or amended, Customer represents and warrants to FOREX.com Canada and agrees for the benefit of FOREX.com Canada that: 3.1. if Customer is a natural person, Customer is of sound mind, legal age (19 years old in Canada) and legal competence if Customer is not a natural person, (i) Customer is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all Contracts and other transactions contemplated hereunder have been duly authorized by Customer; and (iii) each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder on behalf of Customer performing the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder on behalf of Customer, has been duly authorized by Customer to do so Execution and delivery by Customer of this Agreement and all Contracts and other transactions contemplated hereunder, and performance of all of Customer s obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer Customer has full beneficial ownership of Customer s Account or has disclose all beneficial ownership interests to FOREX.com Canada on the Beneficial Owners Form. Customer has not granted and will not grant a security interest in Customer s Account with FOREX.com Canada (other than the security interest granted to FOREX.com Canada hereunder) to any person without FOREX.com Canada s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any Collateral to any person (other than the security interest granted to FOREX.com Canada hereunder) without FOREX.com Canada s prior written consent Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as FOREX.com Canada, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of FOREX.com Canada or to protect FOREX.com Canada s interests with respect to any Collateral Customer has read and understands the provisions contained in this Agreement, including, without limitation, FOREX.com Canada s Trading Policies and Procedures and Risk Disclosure Statement, Customer will review the Agreement each time it is amended. Customer will not affect any Opening Transaction in Customer s Account unless Customer understands FOREX.com Canada s revised Agreement, and Customer agrees that in effecting any Opening Transaction it is deemed to represent that it has read and understands FOREX.com Canada s revised Agreement as in effect at the time of such Opening Transaction Customer has effected foreign currency, spot metal and CFD transactions with FOREX.com Canada or with other foreign currency, spot metal and CFD dealers for at least six (6) months or acknowledges he/she has read this Customer Agreement, which includes the Risk Disclosure Statement, and understands the high risk of loss associated with trading foreign currency, spot metal and CFD contracts Customer agrees to comply with all applicable law. You may not use your personal account with FOREX.com Canada for any illegal activity All information provided by Customer to FOREX.com Canada, including information regarding Customer s trading experience and investment sophistication, is true, correct and complete, and Customer will notify FOREX.com Canada promptly of any changes in such information In the event Customer loses his/her risk capital, which is provided as part of the Customer Application and as amended by Customer from time to time thereby being the Customer s total lifetime risk capital, this loss will not result in a change in the Customer s lifestyle FOREX.com Canada does not provide suitability advice. Customer alone is responsible for assessing the risks associated with trading in any accounts opened with FOREX.com Canada and further FOREX.com Canada shall not owe any suitability obligation to the Customer. 4. TRADING. Customer authorizes FOREX.com Canada to purchase and sell physically settled and cash settled Foreign Exchange Contracts, Cross Currency Contracts, Metal Contracts and CFD Contracts on a spot basis for Customer s Account in accordance with Customer s instructions received through the FOREX.com Canada Online Trading System or via telephone to the FOREX.com Canada Trading Desk, subject to the terms of this Agreement, including the Annexes hereto and the Customer Account Application, including any applicable addenda thereto. Customer agrees to be conclusively responsible for any instruction received electronically that is identified with Customer s password and Account number and for any electronic, oral and written instruction (including, but not limited to, any Order) to FOREX.com Canada from persons FOREX.com Canada, in its sole judgment, believes are apparently authorized by Customer. If Customer s Account is titled as a joint account, FOREX.com Canada is authorized to act on the instructions of any one owner, without further inquiry, with regard to trading in the Account and the disposition of any and all assets in the Account. FOREX.com Canada shall have no responsibility for further inquiry into such apparent authority and no liability for the consequences of any actions taken or failed to be taken by FOREX.com Canada in reliance on any such instructions or on the apparent authority of any such persons License: Trading Systems are owned by GAIN Capital FOREX.com Canada Ltd. (and its Affiliates) or third parties that license their use to GAIN Capital Forex.com Canada Ltd. and Affiliates ( Licensors ). You acknowledge and agree that Trading Systems are the exclusive GAIN Capital - FOREX.com Canada Ltd. Customer Agreement February 10 th,

2 property of GAIN Capital Canada, its Affiliates and/or the Licensors, and that the Trading Systems Information is the exclusive property of GAIN Capital Canada, it Affiliates and/or the Licensors or such Licensor s third party vendors or their suppliers, and GAIN Capital Canada, Affiliates and Licensor and such third party vendors and their suppliers retain all proprietary rights, title, and interest, without limitation, copyright, in the Trading System Information. Gain Capital Canada grants you a personal, limited, revocable, non-exclusive, non-transferable license to access and use the Trading Systems, in accordance with this Customer Agreement. You shall not copy, license, sell, transfer, make available the Trading Systems or Trading Systems Information to any other person. You shall not remove or alter any copyright notice or other proprietary or restrictive notice contained in the Trading Systems or Trading Systems Information Pricing Information. FOREX.com Canada will make available, by posting on the FOREX.com Canada Online Trading System or by telephoning the FOREX.com Canada Trading Desk, Bid Prices and Ask Prices at which FOREX.com Canada is prepared to enter Foreign Currency Contracts or Cross Currency Contracts, Metal Contracts or CFD Contracts with Customer. Each Bid Price or Ask Price shall be for a Spot Contract with a specified Value Date and shall specify each Eligible Foreign Currency or tradable U.S. dollar-based currency pairs involved where applicable or in the case of a CFD in the Reference Asset. For purposes of a CFD, a Reference Asset means property of any description or an index or other factor designated in a CFD to which reference is made to fluctuations in the value or price of the purpose of determining profits or losses under the CFD. FOREX.com Canada expects that these prices will be reasonably related to the bid prices and ask prices available in the market at that time for similar transactions, but a number of factors, such as communication system delays, high volume or volatility can result in deviations between prices quoted by FOREX.com Canada and other sources. FOREX.com Canada makes no warranty, express or implied, that Bid Prices and Ask Prices represent prevailing bid prices and ask prices Order Execution. FOREX.com Canada will attempt to execute all Orders that it may, in its sole discretion, accept from Customer in accordance with Customer s instructions received through the FOREX.com Canada Online Trading System or via telephone to the FOREX.com Canada Trading Desk. In cases where the prevailing market represents prices different from the prices FOREX.com Canada has posted on our screen, FOREX.com Canada will attempt, on a best efforts basis, to execute trades on or close to the prevailing market prices. This may or may not adversely affect customer realized and unrealized gains and losses Principal Trades. All Contracts made and entered into by FOREX.com Canada hereunder, including all Contracts for Difference (CFDs) will be entered into by FOREX.com Canada as principal. Customer acknowledges, understands and agrees that FOREX.com Canada is not acting as a broker, intermediary, agent, and advisor or in any fiduciary capacity. Notwithstanding the provisions of this Section, Customer acknowledges, understands and agrees that all non-market orders such as Limit Orders, Stop/Loss Orders, One Cancels the Other Orders, Day Only Orders, and Good till Cancelled Orders, are accepted by FOREX.com Canada and undertaken on an best-efforts basis in accordance with the relevant provisions of the Trading Policies and Procedures, as amended from time to time Trade Matching. FOREX.com Canada or its affiliates may, at a future date, establish a trade matching system or determine to route Customer s orders to a trade matching system operated by third parties. In that event, FOREX.com Canada, and/or any one or more of its affiliates, shall have the right (but not the obligation), in the sole discretion of FOREX.com Canada or any such affiliate, to act for its own account, and as a counter party or as a broker to FOREX.com Canada customers, in the making of markets and the purchase and sale of Foreign Exchange Contracts, Cross Currency Contracts, Metal Contracts and CFD Contracts via any medium, including without limitation, over any trade matching network in use by FOREX.com Canada customers and/or the general public Transmission. FOREX.com Canada shall have no responsibility for delays in the transmission of orders due to disruption, failure or malfunction of communications facilities and shall not be liable for any claims, losses, damages, costs or expenses, including attorneys fees, to any person or entity arising other than as a direct result of FOREX.com Canada s gross negligence Position & Trading Limits. FOREX.com Canada reserves the right to limit the number of Open Positions that Customer may enter or maintain in Customer s Account. FOREX.com Canada reserves the right, in its sole discretion, to refuse to accept any Order opening a new position or increasing an Open Position Closing a CFD Contract. To close a CFD Contract in whole or in part You must enter into a second CFD Contract in relation to the same Reference Asset as the first CFD Contract but You must sell if the first CFD Contract was a purchase and you must purchase if the first CFD Contract was a sell. FOREX.com Canada will treat your order to open a new position as an instruction to close the existing position to the extent of the size of the new position. If the new position is greater in size than the first position then the first position will be closed in full and a CFD Contract opened in relation to the excess size of the new position Expiry Transaction. Unless otherwise informed, if You do not close an Expiry Transaction, understood as a transaction which had a set contract period at the end of which the Expiry Transaction expires automatically, on or before the Last Dealing Time then, FOREX.com Canada will close Your Expiry Transaction as soon as FOREX.com Canada has ascertained the price of the Expiry Transaction. The price of the Expiry Transaction will be (a) the last traded price at or prior to the close or the applicable official closing quotation or value in the relevant Reference Asset as reported by the relevant exchange, errors, omissions excluded; plus or, as the case may be, minus (b) any spread that FOREX.com Canada applies when such an Expiry Transaction is closed. Details of the spread that is applied by FOREX.com Canada when a particular Expiry Transaction is closed are available on request. You acknowledge that it is your responsibility to make yourself aware of the Last Dealing Time and of any spread or commission that we may apply when you close an Expiry Transaction Market Suspension of a CFD. If at any time trading on a regulated market is suspended in any Reference Asset which is listed on a market, FOREX.com Canada shall calculate the value of the CFD with reference to the last traded price before the time of suspension, or a closing price as reasonably determined by FOREX.com Canada if no trading in that Reference Asset is undertaken during the business day on which a suspension occurs. In the event that the aforesaid suspension continues for five (5) business days, FOREX.com Canada and You may in good faith agree a closing date and a value of the CFD. In the absence of such agreement, the CFD shall remain open in accordance with the provisions of this clause until such time as the aforesaid suspension is lifted or the CFD is otherwise closed. During the term of a CFD whose Reference Asset is suspended FOREX.com Canada has the right to terminate the CFD at our discretion and to amend or vary margin requirements and margin rates Market Delisting of a CFD. If a regulated market on which a Reference Asset is principally traded announces that pursuant to the rules of such market the relevant Reference Asset has ceased (or will cease) to be listed, traded or publicly quoted on the market for any reason and is not immediately re-listed, re-traded or re-quoted on the market or quotation system located in the same country as the market, or already so issued, quoted or traded the day on which such event occurs, or (if earlier) is announced shall be the closing date. The closing price will be such price as notified by FOREX.com Canada to You. GAIN Capital - FOREX.com Canada Ltd. Customer Agreement February 10 th,

3 5. MARGIN REQUIREMENTS. Customer shall provide to and maintain with FOREX.com Canada Margin in such amounts, in cash or other such forms, and within such limits as FOREX.com Canada, in its sole discretion, may from time to time require. Customer s Account will be under the control of FOREX.com Canada. FOREX.com Canada may change Margin requirements at any time, without prior notice to Customer, and may call for additional Margin ( Margin Call ) at (i) any time Customer s Margin Balance falls below FOREX.com Canada s Minimum Margin Requirement as applied to that Account; and (ii) any time FOREX.com Canada, in its sole discretion, believes that it is prudent to do so. FOREX.com Canada may at any time liquidate Customer s Account in accordance with Section 9 below. FOREX.com Canada may withdraw funds from the Customer s account without notice: (i) to ensure that Posted Margin equals or exceeds Required Margin; and (ii) to satisfy any payment obligation to FOREX.com Canada, including commissions, fees and charges in respect of Customer s Account (See Section 11 Charges ). In the event that Customer directs FOREX.com Canada to sell any Margin, Collateral, Contract or other property and FOREX.com Canada is unable to deliver such Margin, Collateral, Contract or other property to a purchaser because Customer fails to deliver it to FOREX.com Canada, FOREX.com Canada may borrow or purchase any Margin, Collateral, Contract or property necessary to make such delivery, and Customer hereby agrees to guarantee and hold FOREX.com Canada harmless against any liability, claim, loss, damage, cost or expense, including attorneys fees that FOREX.com Canada may sustain. 6. SECURITY AGREEMENT. In order to secure any indebtedness or other obligations at any time owing from Customer to FOREX.com Canada, including, without limitation, (i) indebtedness or other obligations under any Account, Contract or other transaction with FOREX.com Canada; or (ii) any indebtedness or other obligations resulting from any guarantee by Customer of any Account, Contract or other transaction with FOREX.com Canada, Customer hereby assigns, pledges and grants to FOREX.com Canada a security interest in and right of setoff against: (i) all of Customer s Accounts with FOREX.com Canada; (ii) all Contracts, cash, securities and other property in Customer s Account at FOREX.com Canada or delivered or otherwise provided by Customer to secure its indebtedness or other obligations to FOREX.com Canada or in FOREX.com Canada s possession or control for any purpose (including safekeeping); and (iii) all products and proceeds of the foregoing (collectively, (i), (ii) and (iii) are referred to as Collateral ). At any time, in FOREX.com Canada s sole discretion and without prior demand or notice, FOREX.com Canada may apply any or all cash (or sell or buy in any such Contracts, securities or other property and apply the proceeds there from) to any such indebtedness or other obligations, notwithstanding that such indebtedness or other obligations arise in an Account other than the Account in which the cash, Contracts, securities or other property were held or generated. FOREX.com Canada shall have the right to sell, pledge, rehypothecate, assign, invest, commingle and otherwise use any Collateral it holds (including, but not limited to, using the Contracts as collateral for a loan to FOREX.com Canada) free from any claim or right of any nature whatsoever of the Customer, including any equity or right of redemption by the Customer and to register any Collateral in the name of FOREX.com Canada, its custodian or a nominee for either. Any failure by FOREX.com Canada to enforce its rights hereunder shall not be deemed a future waiver of such rights by FOREX.com Canada. FOREX.com Canada is irrevocably appointed as attorney-in-fact for Customer and is authorized, without notice to Customer, to execute and deliver any documents, give any notice and to take any actions on behalf of Customer, including the execution, delivery and filing of financing statements, that FOREX.com Canada deems necessary or desirable to evidence or to protect FOREX.com Canada s interest with respect to any Collateral. In the event that the Collateral deemed acceptable to FOREX.com Canada ( Eligible Collateral ) is at any time insufficient to satisfy Customer s indebtedness or other obligations to FOREX.com Canada, including obligations to provide Margin in accordance with Section 5 hereof, Customer shall promptly pay upon demand the entire amount of such deficit. 7. NOVATION OF OPPOSING CONTRACTS. Whenever there may exist in any Customer Account two (2) or more open and opposite Contracts providing in whole or in part for the purchase and sale of the same Foreign Currency, Cross Currency Pairs, Metal or CFD Contracts on the same Value Date, such Contracts shall automatically be canceled and replaced by an obligation to settle only the net difference between amounts payable in respect of the relevant currencies under the relevant Contracts, and/or the net difference between the quantities of the relevant currency deliverable there under. 8. SETTLEMENT DATE; ROLLOVERS; DELIVERY. In cases where transactions are executed for physical delivery, instructions on the settlement of Open Positions must be given to FOREX.com Canada at least two (2) Business Days prior to the Value Date. In the absence of instructions from Customer directing FOREX.com Canada to deliver, offset, or roll over Open Positions, FOREX.com Canada is authorized, in FOREX.com Canada s sole discretion, to deliver, roll over or offset all or any portion of the Open Positions in Customer s Account at Customer s risk. Delivery of Foreign Currency shall be made to the bank specified by the purchaser in a major city in the country in which the Foreign Currency is the legal tender. Unless otherwise agreed by FOREX.com Canada and Customer in writing, the Foreign Currency shall be deliverable by wire transfer. FOREX.com Canada may require payment of amounts due from Customer to FOREX.com Canada prior to 16:30 ET on any day prior to payment of amounts due and payable by FOREX.com Canada to Customer on that day. FOREX.com Canada and Customer shall exchange, make use of, and periodically update and confirm any standing payment instructions. Spot Metal deliveries will take place at a location and custodian as approved. You acknowledge and agree that unless otherwise agreed in a formal written instrument You will not be entitled to delivery of, or be required to deliver, any Reference Asset of a CFD Contract nor will you acquire any interest in any Reference Asset of a CFD Contract. If instructions, funds and documents are not received by FOREX.com Canada by the specified time, FOREX.com Canada may, in its sole discretion and without notice to Customer, offset Customer s Open Positions, roll over Customer s Open Positions into the next settlement time period, or make or receive delivery on behalf of Customer upon any terms and by any methods deemed reasonable by FOREX.com Canada, in its sole discretion. Terms and/or methods for delivering, offsetting, or rolling over Customers Open Positions may differ on a Customer-by-Customer basis relative to the current balance in the Customer s Account. 9. LIQUIDATION OF ACCOUNTS AND DEFICIT BALANCES. In the event of: (a) an Event of Default; (b) insufficient Margin, or FOREX.com Canada s determination that any Collateral deposited to protect Customer s Account is inadequate, regardless of current market quotations, to secure Customer s Account; or (c) any other circumstances or developments that FOREX.com Canada, in its sole discretion, deems appropriate for its protection, FOREX.com Canada may, in its sole discretion, take one or more, or any portion, of the following actions: (1) satisfy any obligation Customer may have to FOREX.com Canada (either directly or by way of guarantee or suretyship) out of any of Customer s funds or property in the custody or control of FOREX.com Canada; (2) sell or purchase any or all Contracts and any securities or other property held or carried for Customer; and (3) cancel any or all outstanding Orders or Contracts or other transactions or commitments made by or on behalf of Customer. Any of the above actions may be taken without demand for Margin or additional Margin, without prior notice of sale or purchase or other notice to Customer, Customer s legal representatives, heirs, executor, administrator, trustee, legatee, successors or assigns and regardless of whether the ownership interest is held individually or jointly with others. Any prior demand or notice of sale or purchase shall not be considered a waiver of FOREX.com Canada s right to sell or buy at any time in the future without demand or notice as provided above. In liquidation of Customer s Long Positions and Short Positions, FOREX.com Canada may, in its sole discretion, offset in the same settlement or it may initiate new Long Positions or Short Positions in order to establish a spread or straddle that in FOREX.com Canada s sole judgment may be advisable to protect or reduce existing positions in Customer s Account. Any sales or purchases may be made according to FOREX.com Canada s judgment and in its sole discretion in any interbank, Over-the-Counter or other exchange market where such business is then usually transacted or at a public auction or private sale, and FOREX.com Canada may purchase the whole or any part thereof free from any right of redemption. You acknowledge and agree that FOREX.com Canada will have the right to close any CFD Transaction in its sole and absolute discretion without notice if the Reference Asset is a derivative financial instrument or commodity, as offered for trading by FOREX.com Canada as a CFD Contract, which may settle on expiry by a delivery other than in cash, a reasonable period prior to the expiry date as determined in the sole and absolute discretion of FOREX.com Canada. FOREX.com Canada will not be subject to any obligation to roll over a position in such a derivative financial instrument or Commodity. In the event GAIN Capital - FOREX.com Canada Ltd. Customer Agreement February 10 th,

4 the proceeds realized pursuant to liquidation are insufficient for the payment of all liabilities of Customer due to FOREX.com Canada, Customer shall promptly pay upon demand the entire amount of any such deficit, together with all other deficits and all unpaid liabilities of Customer, including, but not limited to, all costs of enforcement and collection, such as, but not limited to, attorneys fees, witness fees and travel expenses, interest on any such deficit and liabilities at a rate equal to three (3) percentage points above the then prevailing prime rate at FOREX.com Canada s principal bank or the maximum interest rate allowed by law, whichever is lower. In the event FOREX.com Canada incurs expenses other than for the collection of deficits, with respect to Customer s Account, Customer agrees to pay such expenses. 10. REGISTRATIONS. FOREX.com Canada is a registered as an online order execution and suitability exempt Investment Dealer with the Investment Industry Regulatory Organization of Canada ( IIROC ) and with Canadian securities authorities in each of the provinces and territories of Canada, and as a derivatives dealer in Quebec. FOREX.com Canada is a member of the Canadian Investors Protection Fund ( CIPF ). For more information on IIROC and its policies visit For information regarding CIPF, please visit CHARGES. At this time FOREX.com Canada charges no brokerage fees or commissions. FOREX.com Canada is compensated for its services through the bid/ask spread and mark-up on rollovers. FOREX.com Canada may charge for incidental banking-related fees such as wire charges for deposits/withdrawals and returned check fees and inactivity fees. FOREX.com Canada may charge monthly inactivity fees in any account wherein there is no trading activity for at least thirty (30) days. FOREX.com Canada reserves the right to change its fee structure at any time without notice. Fees do not currently, but may in the future include such things as statement charges, order cancellation charges, account transfer charges, telephone order charges or fees imposed by any interbank agency, bank, contract, market or other regulatory or self-regulatory organization arising out of FOREX.com Canada s provision of services hereunder. Customer may incur additional fees for the purchase of optional, value added services offered by FOREX.com Canada. 12. FOREIGN ACCOUNTS. Customers not residing in Canada ( Foreign Accounts ) may be asked to comply with requests for special information by FOREX.com Canada as required by any governmental unit or regulatory agency. This includes, but is not limited to, special calls for information. In the event of a special call for information, FOREX.com Canada or its agent shall be required to obtain the information set forth by any governmental unit or regulatory agency requesting information. In addition, failure to respond to a special call may cause transactions to be prohibited (other than offsetting trades) for Customer. 13. TRADE CONFIRMATIONS. Trades executed online will be confirmed online at the time of the trade and trades entered into by telephone will be confirmed verbally and online by 17:30 ET on the day of execution. Reports of the confirmation of orders and statements of Accounts for Customer shall be deemed correct and shall be conclusive and binding upon Customer the sooner of: (i) two (2) Business Days after transmittal to Customer by posted mail; or (ii) immediately with respect to Orders confirmed via the FOREX.com Canada Online Trading System. Customer may object to confirmations and statements by telephone within the time frames identified above, but any such objection must be confirmed by to cainfo@forex.com or in writing within two (2) Business Days thereafter to FOREX.com Canada (which confirmation shall be deemed received only if actually delivered or mailed by registered mail, return receipt requested to FOREX.com Canada at such address). Failure to object shall be deemed ratification by Customer of all actions taken by FOREX.com Canada or FOREX.com Canada s agents prior to Customer s receipt of such reports. Customer s failure to receive a trade confirmation shall not relieve Customer of the obligation to object as set out herein. Customer agrees to immediately call to FOREX.com Canada s attention any oral information that Customer has reason to believe is inconsistent with Customer s own information. Customer understands, acknowledges and agrees that errors, whether resulting in a profit or loss to Customer, shall be corrected, and Customer s Account will be credited or debited in such manner and extent as to place Customer s Account in the same position in which it would have been had the error not occurred. 14. ELECTRONIC COMMUNICATIONS. Reports, statements, notices and any other communications from FOREX.com Canada may be transmitted to Customer by (i) placement on FOREX.com Canada s Website; (ii) electronic delivery via to Customer s address as reflected on FOREX.com Canada s records; or (iii) mail or other delivery service to Customer s current mailing address as reflected on FOREX.com Canada s records. Customer shall notify FOREX.com Canada immediately of any change in Customer s address or mailing address by to cainfo@forex.com or by mail or other delivery service to FOREX.com Canada Bedminster One, 135 US Highway 202/206, Suite 11, Bedminster, NJ All communications sent by FOREX.com Canada shall be deemed effective when deposited by FOREX.com Canada in Canada mail or with another delivery service, or when received by a transmitting agent (such as an Internet service provider) for transmission to Customer, whether actually received by Customer or not. All communications sent by Customer shall not be deemed effective until accepted by FOREX.com Canada. 15. FOREX.COM CANADA RESPONSIBILITIES. FOREX.com Canada shall not be liable to Customer for any claims, losses, damages, costs or expenses, including attorneys fees, caused, directly or indirectly, by any events, actions or omissions, including, without limitation, claims, losses, damages, costs or expenses, including attorneys fees, resulting from civil unrest, war, insurrection, international intervention, governmental action (including, without limitation, exchange controls, forfeitures, nationalizations, devaluations), natural disasters, acts of God, market conditions, inability to communicate with any relevant person or any delay, disruption, failure or malfunction of any transmission or communication system or computer facility, whether belonging to FOREX.com Canada, Customer, any market, or any settlement or clearing system. 16. MANIFEST ERRORS: A Manifest Error means a manifest or obvious misquote by us, or any Market, Liquidity Provider or official pricing source on which we have relied in connection with any Transaction, having regard to the current market conditions at the time an Order is placed as we may reasonably determine. When determining whether a situation amounts to a Manifest Error, we may take into account any information in our possession, including information concerning all relevant market conditions and any error in, or lack of clarity of, and information source or announcements. We will, when making a determination as to whether a situation amounts to a Manifest Error, act fairly towards you but the fact that you may have entered into, or refrained from entering into, a corresponding financial commitment, contract or Transaction in reliance on an Order placed with us (or that you have suffered or may suffer any loss) will not be taken into account by us in determining whether there has been a Manifest Error. In respect of any Manifest Error, we may (but will not be obliged to): (a) Amend the details of each affected Transaction to reflect what we may reasonably determine to be the correct or fair terms of such Transaction absent such Manifest Error; or (b) Declare any or all affected Transactions void, in which case all such Transactions will be deemed not to have been entered into. 17. We will not be liable to you for any loss (including any loss of profits, income or opportunity) you or any other person may suffer or incur as a result of or in connect with a Manifest Error (including any Manifest Error by us) or our decision to maintain, amend or declare void any affected Transaction, except to the extent that such Manifest Error resulted from our own willful default or fraud, as determined by a competent court in a final, non-appealable judgment 18. INDEMNIFICATION. Customer agrees to indemnify and hold FOREX.com Canada, its affiliates, employees, agents, successors and assigns harmless from and against any and all liabilities, claims, losses, damages, costs and expenses, including attorneys fees, incurred by FOREX.com Canada arising out of: (i) Customer s failure to fully and timely perform its obligations hereunder; and (ii) any of Customer s representations and GAIN Capital - FOREX.com Canada Ltd. Customer Agreement February 10 th,

5 warranties made that may at any time be untrue or incorrect. Customer also agrees to pay promptly to FOREX.com Canada any and all claims, losses, damages, costs and expenses, including attorneys fees, incurred by FOREX.com Canada in the enforcement of any of the provisions of this Agreement, any Contracts and other transactions hereunder, and any other agreements between FOREX.com Canada and Customer and the collection of any amounts due hereunder and thereunder. 19. INTELLECTUAL PROPERTY AND CONFIDENTIALITY. All copyright, trademark, trade secret and other intellectual property rights in the FOREX.com Canada Online Trading System ( Trading System ) shall remain at all times the sole and exclusive property of FOREX.com Canada and/or its 3 rd party service providers and Customers shall have no right or interest in the Trading System(s) except for the right to access and use the Trading System(s) as specified herein. Customer acknowledges that the Trading System(s) are confidential and have been developed through the expenditure of substantial skill, time, effort and money. The Customer will protect the confidentiality of FOREX.com Canada and/or its 3 rd party service providers by allowing access to the Trading System(s) only by its employees and agents on a need to access basis. Customer will not publish, distribute, or otherwise make information available to third parties any information derived from or relating to the Trading System(s). Customer will not copy, modify, de-compile, reverse engineer, and make derivative works of the Trading System(s) or in the manner in which it operates. 20. DISCLOSURE OF CUSTOMER INFORMATION. FOREX.com Canada will not share or sell information regarding its customers and/or prospective customers, except to its employees, agents, partners, and associates as required in the ordinary course of FOREX.com Canada s business conducted on behalf of customers, including, but not limited to, FOREX.com Canada s banking or credit relationships in accordance with FOREX.com Canada s privacy policy. FOREX.com Canada may also disclose to federal or provincial regulatory agencies and law enforcement authorities information regarding Customer and Customer s transactions in response to a request for such information or in response to a court order or subpoena. To read FOREX.com Canada s entire privacy policy, please visit: JOINT ACCOUNTS AND/OR TRUST ACCOUNTS. If more than one natural person executes this Agreement as Customer, all such natural persons agree to be jointly and severally liable for the obligations assumed in this Agreement. If this Agreement is executed by a trust, unincorporated association, partnership, custodian or other fiduciary, such Customer hereby agrees to indemnify, defend, save and hold free and harmless FOREX.com Canada for any liabilities, claims, losses, damages costs and expenses, including attorneys fees, resulting directly or indirectly from breach of any fiduciary or similar duty or obligation or any allegation thereof, including attorneys fees. 22. AMENDMENTS. Customer understands, acknowledges and agrees that FOREX.com Canada may amend or change this Agreement at any time. FOREX.com Canada will provide notice to Customer of any such amendment or change by posting the amendment or change to the Website or by sending an message to Customer. Customer agrees to be bound by the terms of such amendment or change on the earlier of: (x) ten (10) days after FOREX.com Canada has posted notice of such amendment or change to the Corporate Website; or (y) on the date of the entry of any Order other than a Liquidating Order. In the event that Customer objects to any such change or amendment, Customer agrees to liquidate Customer s Open Positions and instruct FOREX.com Canada regarding the disposition of all assets in Customer s Account within ten (10) Business Days after notice of the amendment or change has been posted to the Corporate Website. No waiver or amendment of this Agreement may be implied from any course of dealing between the parties or from any failure by FOREX.com Canada or its agents to assert its rights under this Agreement on any occasion or series of occasions. No oral agreements or instructions to the contrary shall be recognized or enforceable. 23. TERMINATION. This Agreement shall continue and be in effect until termination by Customer or FOREX.com Canada. Customer may terminate this Agreement if: (i) Customer has no open Foreign Currency, Cross Currency, Metal or CFD positions and no liabilities held by or owed to FOREX.com Canada; and (ii) Customer has provided three (3) days written notice to FOREX.com Canada by to cainfo@forex.com or by mail or other delivery service to FOREX.com Canada.; and (iii) FOREX.com Canada has accepted the notice as provided in Section 18 hereof. FOREX.com Canada may, in its sole discretion, terminate this Agreement at any time, effective as of the close of business on the day notice is sent to Customer. Termination by either party shall not affect any Contracts or other transactions previously entered into and shall not relieve either party of any obligations set out in this Agreement, nor shall it relieve Customer of any obligations arising out of any deficit balance. 24. ENTIRE AGREEMENT. This Agreement together with the Customer Account Application embodies the entire agreement between FOREX.com Canada and the Customer, superseding any and all prior written and oral agreements. 25. RECORDINGS. Customer acknowledges and agrees that any and all conversations between Customer and FOREX.com Canada principals, agents, employees or associates, including the FOREX.com Canada Trading Desk and customer service and operations desks may, at the option and in the sole discretion of FOREX.com Canada, be recorded electronically with or without the use of an automatic tone warning device. Customer further agrees to the use of such recordings and transcripts thereof as evidence by either party in connection with any dispute or preceding that may arise involving Customer or FOREX.com Canada. 26. BINDING EFFECT. This Agreement shall be continuous and shall cover, individually and collectively, all Accounts of Customer at any time opened or reopened with FOREX.com Canada, irrespective of any change or changes at any time in the personnel of FOREX.com Canada or its successors, assigns, or affiliates. This Agreement, including all authorizations, shall inure to the benefit of FOREX.com Canada and its successors and assigns, whether by merger, consolidation, or otherwise and shall be binding upon Customer and/or the personal representatives, heirs, executor, administrator, trustee, legatees, legal representative, successors and assigns of Customer. 27. Law and jurisdiction; severability. This Agreement is governed by, and shall be construed in accordance with the applicable Provincial laws in Canada without giving effect to any conflict of laws doctrine that would interfere with or prevent the application of this provision. With respect to any suit, action or proceeding ( Proceeding ) relating to this Agreement, Customer may choose which law governs matters under this Agreement (either the law of the client's province of residence or the jurisdiction in which the transaction occurred. Customer agrees to service of process in any legal proceeding by sending copies thereof by registered or certified mail, if practicable (postage prepaid) to the other party at the address set forth in this Agreement or (a full list of Forex.com Canada's Agents for Service of Process can be found at Customer further agrees that any Proceeding shall be commenced within three (3) years after the cause of any such Proceeding shall have arisen. Alternatively, Customer may elect to have the Proceeding meditated by the Ombudsman for Banking Services and Investments ( OBSI ) or in Quebec by the Autorité des marchés financiers ( AMF ), or arbitrated through ADR Chambers at or in Quebec through the Canadian Commercial Arbitration Centre at Any award of the arbitrator(s) will be final and binding. Customer may also file a regulatory complaint with IIROC at For further information, Customer should refer to An Investor's Guide to Making a Complaint brochure found at: If any clause of this Agreement is determined void or invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect. 28. ACCEPTANCE. This Agreement shall not be deemed to be accepted by FOREX.com Canada or become a binding contract between Customer and FOREX.com Canada until the signed Customer Account Application has been received and approved by FOREX.com Canada. In the event GAIN Capital - FOREX.com Canada Ltd. Customer Agreement February 10 th,

6 that there are any unauthorized alterations or deletions to this Agreement or related documents such alteration and deletions shall not be binding on FOREX.com Canada and said original forms shall govern Account. 29. RELATIONSHIP WITH GAIN CAPITAL. FOREX.com Canada operates as an affiliate of GAIN Capital Group, LLC. FOREX.com Canada utilizes GAIN Capital Group s trading systems, infrastructure, technology, operations and dually-registered personnel may facilitate Customer trading. FOREX.com Canada is registered as an online execution suitability exempt investment dealer with securities regulatory authorities in each of the provinces and territories of Canada and as a derivatives dealer in Quebec. GAIN Capital Group, LLC is a registered Futures Commission Merchant and Retail Foreign Exchange Dealer (FCM/RFED) with the U.S. Commodity Futures Trading Commission ( CFTC ) and a member of the National Futures Association (NFA ID# ) in the United States. 30. AUTHORIZATION TO TRANSFER FUNDS. Customer hereby agrees that FOREX.com Canada may at any time and from time to time, in the sole discretion of FOREX.com Canada, apply and transfer from any of Customer s Accounts with FOREX.com Canada to any of Customer s other accounts, whether held at FOREX.com Canada or other approved financial institutions, any of the Contracts, currencies, securities or other property of Customer held either individually or jointly with others to another account. 31. CUSTOMER COMPLAINTS. In the event the Customer has any complaint about FOREX.com Canada s performance under this Agreement, the Customer can direct that complaint to FOREX.com Canada s Compliance Department who will investigate the nature of the complaint in accordance with FOREX.com Canada s complaints handling procedures to try to resolve it. FOREX.com Canada s complaints handling procedures can be found at The Customer may also refer his/her complaint regarding FOREX.com Canada to IIROC. IIROC s An Investor s Guide to Making a Complaint brochure detailing the process can be found at: Consent to Electronic Delivery of Documents Customer hereby consents to receive account statements (monthly and daily statements) online. FOREX.com Canada will provide Customer with password-protected access to online reports. Customer will be able to generate daily, monthly and annual account statements detailing transaction activity, profit and loss statements, open positions, margin balances, account credits and debits, etc. Statements are deemed received when made available to Customer by FOREX.com Canada, regardless of whether Customer actually accessed the statement. Customer is responsible for alerting FOREX.com Canada to any change in their address. This consent shall be effective until revoked by Customer in writing and received by FOREX.com Canada according to Section 15 of this Customer Agreement. Authorization To Transfer Funds Customer hereby agrees that FOREX.com Canada may, at any time and from time to time, in the sole discretion of FOREX.com Canada, apply and transfer from any of Customer s Accounts with FOREX.com Canada to any of Customer s other accounts, whether held at FOREX.com Canada or other approved financial institutions, any of the Contracts, currencies, securities or other property of Customer held either individually or jointly with others to another account. Agreement to Use Collateral Customer authorizes FOREX.com Canada to sell, pledge, rehypothecate, assign, invest, commingle and otherwise use any Collateral held by FOREX.com Canada, including, but not limited to, using the Contracts as collateral for a loan to FOREX.com Canada, and, further dealing with the Collateral, as provided in the Customer Agreement (including, but not limited to Section 6 thereof). Where Customer s Account consists of more than one Account, this authorization shall apply to all of Customer s Accounts with FOREX.com Canada. This Agreement to Use Collateral shall remain in effect so long as Customer s Account with FOREX.com Canada remains open or Customer has any obligations of any kind to Forex.com Canada, under the Customer Agreement. Social Insurance / Tax ID Certification Customer hereby certifies, under penalty of perjury, that the number provided on the Customer Application is Customer s correct Social Insurance Number. esignal Disclaimer of Warranty If Customer should choose to utilize esignal s Forex Tahoe Charts, esignal hereby expressly disclaims all warranties of every kind, express and/or implied, as to the licensed products (including the information, data and software contained therein), the results obtained by their use, as to the performance thereof and every other matter, including, but not limited to, warranties of merchantability and fitness for a particular purpose. esignal and its third party suppliers do not guarantee the adequacy, accuracy, timeliness or completeness of the licensed products or any component thereof. esignal and its third party suppliers shall not be subject to any damages or liability for any errors, omissions or delays therein. The licensed products and all components thereof are provided on an as is basis. Trading Policies And Procedures 1. INTRODUCTION. FOREX.com Canada s Trading Policies and Procedures are an integral part of your Customer Agreement. It is your responsibility as Customer to carefully read these Trading Policies and Procedures and to inform FOREX.com Canada of any questions or objections that you may have regarding them before entering each and every trading Order. In entering your trading Orders with FOREX.com GAIN Capital - FOREX.com Canada Ltd. Customer Agreement February 10 th,